Investigation Overview
Following the announcement that Southern Union Company signed an agreement to merge with Energy Transfer Equity, L.P. investigations were announced on behalf of investors of Southern Union Company (Public, NYSE:SUG) concerning whether the offer to merge Southern Union with Energy Transfer Equity and the sale process are unfair to investors in NYSE:SUG shares and whether certain of its officers and directors or others breached their fiduciary duties.
The investigations by law firms concern whether the Southern Union Company, certain of its officers and directors, and/or others breached their fiduciary duties owed to Southern Union (NYSE:SUG) investors in connection with the proposed merger.
On Thursday, June 16, 2011, Southern Union Company (NYSE:SUG) and Energy Transfer Equity, L.P. (NYSE:ETE) announced that the two companies have entered into a merger agreement whereby Energy Transfer Equity, L.P. will acquire Southern Union Company for $7.9 billion, including approximately $3.7 billion of existing SUG debt. Under terms of the agreement stockholders of Southern Union Company (NYSE:SUG) will exchange their common shares (SUG) for newly issued Series B Units of Energy Transfer Equity, L.P. with a value of $33.00 per share, or approximately $4.2 billion.
Southern Union Company said the implied value of the Series B Units represents an approximate 17% premium to the closing price of SUG common stock on June 15, 2011.
The Series B Units, which will be registered and are expected to be listed for trading on the NYSE, will be entitled to an annualized distribution yield of not less than 8.25%, payable quarterly, based on the implied value of $33.00 per Series B Unit.
Following the merger news shares of Southern Union Company (Public, NYSE:SUG) jumped from $28.26 per share on Wednesday to $33.71 on Thursday and $33.56 on Friday, thus well above the current offer.
Additionally, at least one analyst has set a high target price for Southern Union stock at $34.00. Furthermore Southern Union Company has performed well for its investors in recent years. Its 12months Total Revenue increased from $2.179billion in 2009 to $2.489billion in 2010. Its Net income from 2009 to 2010 rose from $1779.58million to $221.25million. Its first quarter Net Income rose from $56.46million for the first quarter in 2010 to $60.66million in the first quarter in 2011.
Therefore the investigation monitors the proposed transaction and concerns whether Southern Union Board of Directors undertook an adequate and fair sales process to obtain fair and maximized consideration for all shareholders of the Southern Union Company (NYSE:SUG) and in particular breached their fiduciary duties to the Southern Union (SUG) shareholder by failing to adequately shop the Company before entering into the transaction. A potential securities class action lawsuit would seek to maximize the amount of money and information NYSE: SUG shareholders would receive in a buyout, so the law firm.